What is the extent of the right granted to an Even Hotels franchisee to use the PMS Solution?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
s and Use of the PMS Solution.
"Intellectual Property" or "Intellectual Property Rights" means any patents, copyrights, trademarks, trade secrets, and other proprietary or intellectual property rights.
"Law" means any declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction of or by any legislature, administrative agency, court, or other governmental authority.
"Micronesia" means Guam, Saipan, and Palau.
"Middle East" means the countries and territories in the Middle East region, and for purposes of this Agreement includes Bahrain, Egypt, Jordan, Kuwait, Lebanon, Libya, Mauritius, Morocco, Oman, Qatar, and United Arab Emirates, but excludes Saudi Arabia.
"Personal Data" and "Excluded Personal Data" have the meanings set forth in Attachment 2 (Privacy and Data Protection Terms).
"PMS Data" means any data or information (including any Personal Data) that is processed by the PMS Solution or that is otherwise submitted or stored by or on behalf of the Hotel in the PMS Solution, including (a) Personal Data regarding Hotel guests and other customers, (b) preferences of Hotel guests or potential Hotel guests, (c) information and data relating to Hotel operations, such as occupancy rates, room revenue, reservation data, and guest satisfaction, and (d) data arising from usage of HotelKey modules (e.g., RetailKey, EventKey) that interface or are integrated with the core HotelKey property management system.
"PMS Solution" means the cloud-based property management system solution enabled and provided by HotelKey under the terms and conditions of this Agreement for Hotel and other IHG-branded hotels to perform property management and related activities integrated with IHG systems. The PMS Solution includes the TrainKey training module.
"Privacy Laws" has the meaning set forth in Attachment 2 (Privacy and Data Protection Terms).
"Tax" means any income, gross receipts, franchise, sales, use, transfer, value-added, excise, customs, duties, property, withholding or any other tax, charge, or fee, including any interest, penalties, or other additions to tax, imposed by a local tax authority.
"Use" means the authorized access and use of the PMS Solution by Designated Users solely for the Business Purposes.
2.0 SERVICE FRAMEWORK.
- 2.1 PMS Solution. During the Term, HotelKey will install, configure, operate, and provide the PMS Solution to Hotel pursuant to the terms of this Agreement. HotelKey will provide the TrainKey module, a role-based curriculum, selfservice training, and other training capabilities for Use by Hotel and its personnel.
- 2.2 Right to Use the PMS Solution. During the Term, HotelKey hereby grants Hotel a limited, personal, revocable, nonexclusive, and non-transferable right for Designated Users to remotely access and Use the PMS Solution solely in support of the internal Business Purposes and subject to the terms of this Agreement.
- 2.3 Hotel Responsibilities. Hotel will, and will cause the Hotel Agents to (a) test the PMS Solution in the environment of Hotel before Use; (b) ensure that the personnel of Hotel complete training on the PMS Solution, are familiar with its online help and self-service features, and use the PMS Solution correctly; (c) enter information into the PMS Solution accurately and completely; (d) report any actual or suspected software errors or failures discovered in the course of using the PMS Solution to HotelKey and IHG, (e) comply with Laws applicable to Hotel and the PMS Solution (including Privacy Laws and any U.S. governmental, regulatory, or agency Laws involving "deemed exports", "re-exports", and "imports" of "technical data" or "technology"), and (f) comply with the policies, requirements, and procedures of HotelKey
and IHG that are made available to Hotel from time to time.
- 2.4 Restrictions on Use. Except as expressly permitted by this Agreement, Hotel shall not, and shall not permit any third party to: (a) transmit the PMS Solution to any third party or third party network, or permit any third party to access or use the PMS Solution other than the Designated Users; (b) Use the PMS Solution, or any data derived from the PMS Solution, in a service bureau, time-sharing, multiple CPU, or multiple user arrangement; (c) copy, reproduce, store, sell, assign, pledge, sublicense, convey, transfer, redistribute, rent, transmit, grant other rights in, or permit any unauthorised use of the PMS Solution;
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, franchisees are granted a limited right to use the PMS (Property Management System) Solution. Specifically, HotelKey grants Even Hotels a limited, personal, revocable, nonexclusive, and non-transferable right for designated users to remotely access and use the PMS Solution. This use is solely to support internal business purposes and is subject to the terms of the agreement. This means the franchisee's ability to utilize the PMS Solution is restricted and cannot be transferred or sublicensed to others.
The FDD outlines several restrictions on how the PMS Solution can be used. Franchisees cannot transmit the PMS Solution to third parties, use it in service bureau arrangements, copy or reproduce it without authorization, create derivative works from it, reverse engineer it, or bypass its security features. They are also prohibited from using the PMS Solution in any way that infringes on intellectual property rights or violates applicable laws. Franchisees are responsible for ensuring that all designated users are aware of these restrictions and comply with them.
Even Hotels franchisees must also ensure the security of the PMS Solution by implementing industry-standard measures, including secure passwords and regular password changes. They are responsible for any claims or losses resulting from unauthorized third-party access to the PMS Solution due to a breach of these security obligations. Additionally, franchisees must comply with any additional security requirements provided by HotelKey or IHG in writing, which may be updated periodically. This highlights the importance of maintaining data security and adhering to the franchisor's guidelines to protect sensitive information and avoid potential liabilities.